1.1 Your appointment as a Non-Executive Independent Director on the Board of Directors of the Company and shall not be liable to retire by rotation.
1.2 “Independent Director” should be construed as defined under the Companies Act, 2013.
1.3 Your appointment is subject to the provisions of the Companies Act, 2013 (“Act”), Articles of Association of the Company, as amended from time to time.
1.4 You shall ensure that in case any situation arises as to which you may lose your independence; you will immediately inform the Board of Directors accordingly.
1.5 Your appointment as such is not as an employee of the Company and hence this letter shall not be construed as an employment contract.
2.1 You, while being a member of Board of Directors, may be invited/ nominated for appointment on various committees of the Board of Directors, as set up from time to time.
3.1 Your role, duties and responsibility will be those normally required from a Non-Executive Independent Director under the Companies Act, 2013 and you will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and diligently to a standard, commensurate with both the functions of your role and your knowledge, skills and experience.
3.2 You shall abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166).
3.3 You shall also abide by the Code of Conduct, by whatever name called, which may be applicable to Senior management of the Company including any revision(s) thereof.
3.4 You shall act in accordance with the Company’s Articles of Association as may be amended from time to time.
3.5 You shall act in good faith in order to promote the objects of the Company for the benefit of its members and in the best interest of the Company.
3.6 You shall discharge your duties with due and reasonable care, skill and diligence.
3.7 You shall not assign your office as Director and any such assignment shall be void.
4.1 You as an Independent Director shall be held liable, in respect of such acts of omission or commission by Company which had occurred with your knowledge, attributable through Board processes, and with your consent or connivance or where you had not acted diligently.
5.1 Company has taken a Directors’ and Officers’ Liability Insurance policy which will be renewed and maintained for the full term of your appointment.
6.1 You will not be an employee of the Company and this letter shall not constitute a contract of employment. You will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board from time to time.
6.2 You will have no entitlement to any bonus during the appointment and no entitlement to participate in any employee stock option scheme operated by the Company.
7.1 Company may pay or reimburse to you such fair and reasonable expenditure, as may have been incurred by you while performing your role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by you for attending Board/ Committee meetings, General Meetings, court convened meetings, meetings with shareholders/ creditors/ management, subject to prior consultation with the Board, professional advice from independent advisors in the
furtherance of your duties as an Independent Director.
7.2 Details of the sitting fees payable to Independent directors, as existing, is as follows:
For Attending Board Meeting Rs. 75000/-
For Attending Committee Meeting Rs. 25,000/-
6.1 By accepting this appointment, you will be deemed to have confirmed that any other position you hold including your directorships in other organizations, shall not give rise to any conflicts of interest in relation to your appointment as an Independent Director of the Company. Should you become aware of any conflict or potential conflict during your appointment, you are expected to notify the Company.
6.2 As an Independent Director you shall not engage in any activity/ies that is not expected from you as an Independent Director.
9.1 The Board of Directors will carry out an evaluation of the performance of the Board as a whole, Board committees and Directors on an annual basis as per Company’s policy.
10.1 Any material interest that a director may have in any transaction or arrangement that the Company has entered into should be disclosed no later than when the transaction or arrangement comes up at a Board Meeting so that the minutes may record your interest appropriately and our records are updated. A general notice that you are interested in any contract with a particular person, firm or company is acceptable.
10.2 During the Term you are required to submit all statutory disclosures/confirmations required to be made under applicable laws.
11.1 Any information acquired during your term as Director of the Company is confidential and should not be released, either during your appointment or following termination( by whatever means) to third parties without prior clearance from the Chairman, including any person duly authorized by the said Chairman in this regard, unless required by law or by any regulatory body. On reasonable
request, you shall surrender any documents and other materials made available to you whilst
holding the directorship.
12.1 Your directorship on the Board of the Company shall terminate or cease in accordance with the applicable statues in force from time to time.
12.2 You may resign from your position of non-executive independent director at any time by giving a reasonable written notice to the Board of Directors. However, you shall also have to forward to the Registrar of Companies in the prescribed e-form a copy of your resignation with reasons for the resignation.
13.1 This letter of appointment shall be governed by the laws of India and your engagement shall be subject to the jurisdiction of the Indian courts.
If you are willing to accept these terms of appointment relating to your appointment as a Non-executive Independent Director of the Company, kindly confirm your acceptance of these terms by signing and returning to us the enclosed copy of this letter.
Address for Registrar and Share Transfer Agent:
Venture Capital And Corporate Investments Private Limited.
Phone : +91 040-23818475/23818476/23868023
Fax : +91 040-23868024